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Content last updated: 11-09-2019

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  • Merger Control Regime
  • Merger Screening
  • Merger Filing

1. Overall description of merger control regime

1.1 Supranationality

1.1.1 Is the jurisdiction a member of/party to a supranational jurisdiction?

Yes.

1.1.2 Is the jurisdiction itself a supranational jurisdiction?

No.

1.1.3 If the answer to Section 1.1.1 and/or 1.1.2 above is in the affirmative, what are the implications hereof?

The EU Merger Regulation is based on a "one-stop-shop" principle. This implies that if the thresholds under EU Merger Regulation are met, the transaction will only have to be notified to the European Commission.

Consequently, the national authorities of the Member States will as a general rule be precluded from applying their own merger control rules to the transaction.

2. Nature of merger control regime

2.1 Mandatory or voluntary

2.1.1 Is filing mandatory or voluntary?

Filing is mandatory where the thresholds described in 2.3.1. under the merger screening schedule below are met.

2.2 Suspensory effect

2.2.1 Must completion of the transaction await clearance by the relevant authorities?

Transactions notified to the Cyprus Commission for the Protection of Competition must await clearance, prior to the implementation of the transaction.

Acts of concentration of “major importance” (see Section 2.3.1 under the Merger Screening Schedule) must be notified to the Service of the Cyprus Commission for the Protection of Competition in writing prior to their implementation in the following cases:

i) Where the participating undertakings have concluded the agreement;

ii) The announcement of the public bid, if applicable, or

iii) The acquisition of a controlling interest.

Notification of an act of concentration of major importance may also be made where the participating undertakings demonstrate to the Cyprus Commission for the Protection of Competition,

i)   A good faith intention to conclude an agreement, or

ii) Where they have announced an intention or final decision to make such a bid.

1. What type of transactions are caught by the merger control regime?

1.1 Concentrations

1.1.1 Type of transactions that are caught by the merger control rules?

A transaction is caught by the merger control rules if it brings a change of control on a lasting basis resulting from:

(i) the merger of two or more previously independent undertakings or parts of undertakings, or

(ii) the acquisition, by one or more persons already controlling at least one undertaking, or by one or more undertakings, whether by purchase of securities or assets, by contract or by any other means, of direct or indirect control of the whole or parts of one or more other undertakings. 

1.2 Joint ventures

1.2.1 What types of joint ventures are caught by the merger control rules?

The creation of a joint venture performing on a lasting basis all the functions of an autonomous economic entity shall constitute a concentration.

1.3 Definition of "control"

1.3.1 How are the concepts of "control" and "change of control" defined?

“Control” shall be constituted by rights, contracts or any other means which, either separately or in combination and having regard to the considerations of fact or law involved, confer the possibility of exercising decisive influence on an undertaking, in particular by:

(a) ownership or the usufruct of all or part of the assets of an undertaking, or/and

(b) rights or contracts which confer decisive influence on the composition, voting or decisions of the organs of an undertaking.

Control is acquired by persons or undertakings which –

(a) are holders of the rights or entitled to rights under the contracts concerned, or

(b) while not being holders of such rights or entitled to rights under such contracts, have the power to exercise the rights deriving therefrom.

1.4 Minority shareholdings

1.4.1 Are minority and other interests less than control caught by the merger control rules?

Acquisitions of minority or other interests that do not lead to an acquisition of control do not fall within the EU merger control rules and will not be considered by the Cyprus Commission for the Protection of Competition.

2. Establishing jurisdiction for notification of mergers

2.1 Merging parties/undertakings concerned

2.1.1 Which undertakings are considered parties to the merger ("undertakings concerned") in the various types of transactions identified under Section 1.1.1 and 1.2.1.

"Undertakings concerned" means the undertakings involved in a concentration, i.e. a merger, acquisition of control or joint venture.

 In a merger, “undertakings concerned” are all the merging entities.

 In acquisitions of control, “undertakings concerned” are the acquiring undertaking and the target undertaking.

 In the case of a joint venture, undertakings concerned” are deemed to be all the undertakings acquiring joint control of the joint venture.

2.2 Date for establishing jurisdiction

2.2.1 Which date is relevant for concluding whether the transaction is notifiable?

Whichever date is earlier of the date of conclusion of the binding legal agreement, the announcement of a public bid or the acquisition of a controlling interest or the date of the first notification to the Cyprus Commission for the Protection of Competition.

2.3 General thresholds

2.3.1 Threshold(s) for when a concentration must be notified under the general merger control regime?

A concentration must be notified to the Service of the Cyprus Commission for the Protection of Competition when it is considered to be of “major importance”.

An act of concentration of undertakings shall be of “major importance” where:

a) The aggregate (global) turnover achieved by each of at least two of the participating undertakings in relation to each one is more than EUR 3,500,000, and

b) At least two of the participating undertakings achieved turnover within the Republic of Cyprus, and

c) At least EUR 3,500,000 out of the aggregate turnover of all the participating undertakings is achieved within the Republic of Cyprus.

2.3.2 For each threshold, can the threshold be triggered by only one party having local turnover?

No. At least two of the undertakings concerned are required to achieve a turnover within the Republic of Cyprus.

2.3.3 For each threshold, can the threshold be triggered without any party having local turnover?

No. At least two of the participating undertakings are required to achieve a turnover within the Republic of Cyprus.

2.3.4 Are there any circumstances where transactions falling below these thresholds may be still investigated?

Where a transaction falls below the stipulated thresholds, the Minister of Energy, Commerce and Industry may nonetheless declare by a reasoned Order that the concentration is of “major importance”, where it is deemed to be of major public interest as regards the effect it may have on the public security, the pluralism of the media and the principles of sound administration. In such cases the Cyprus Commission for the Protection of Competition may decide to investigate the concentration.

2.4 Other national thresholds for ex ante merger control (e.g. sector-specific rules)

2.4.1 Relevant thresholds for sector-specific or other ex ante merger control rules?

There are no thresholds for sector-specific or other ex-ante merger control rules on a Cyprus level.

2.4.2 Are any such schemes mandatory or voluntary?

Not applicable.

2.5 Foreign-to-foreign mergers

2.5.1 Do any exemptions, special thresholds etc. apply to foreign-to-foreign mergers, i.e. where none of the undertakings concerned is domiciled in the jurisdiction?

No. Transactions meeting the above thresholds have to be notified to the Cyprus Commission for the Protection of Competition, regardless of whether the participating undertakings concerned are ordinarily domiciled outside the Republic of Cyprus.

3. Calculation and allocation of turnover, asset value, transaction value etc.

3.1 Relevant turnover

3.1.1 How is turnover defined (e.g. is income from other sources than "ordinary activities to be included, and how are rebates, taxes, internal turnover etc. treated)?

The relevant aggregate turnover comprises the amounts derived from the sale of products and the provision of services by the undertakings concerned corresponding to the ordinary activities of the undertakings, after deduction of (i) sales rebates, (ii) value added tax, and (iii) other taxes directly related to the turnover.

It shall not include internal transactions carried out between any of the undertakings.

The turnover of an undertaking concerned shall be calculated by adding together the respective turnover of the undertakings.

3.1.2 Identification and link to any official rules, guidance etc. on how to calculate turnover?

Schedule II of the Merger Control Law provides guidance on the calculation of Turnover for Undertakings as well as for joint control undertakings.

3.2 Relevant period for calculation of turnover

3.2.1 Which financial year(s) is relevant for the calculation of turnover?

The turnover figures should be based on the most recent    annual reports and audited financial statements of all the parties to the concentration exist.

3.2.2 Should adjustments be made for e.g. divestitures, acquisitions, closings and other changes of the economic reality of the undertaking concerned made after or during the relevant financial year?

Adjustments must be made for any divestitures/acquisitions made during/after the latest financial year. Turnover stemming from such divested/acquired assets should be excluded/included.

3.3 Relevant undertakings for the calculation of turnover

3.3.1 The "undertakings concerned", i.e. which parties?

See Section 2.1.1 above.

3.3.2 The undertakings whose turnover is taken into account?

The undertakings whose turnover is taken into account are the following undertakings:

a) The Undertakings concerned.

b) Those undertakings in which the undertakings concerned directly or indirectly:

i. Owns more than half of the capital or business assets, or

ii. Has more than half of the voting rights, or

iii. Has the power to appoint more than half the members of the supervisory or administrative board or the bodies legally representing the undertaking concerned, or

iv. Has the right to manage the affairs of the undertakings.

c) Those undertakings which have in the undertakings concerned the rights or powers referred to in (b) above.

d) Those undertakings in which an undertaking as referred to in (c) above has the rights or powers referred to above.

e) Those undertakings in which two or more undertakings as referred to in (a-d) above jointly have the rights or powers referred to in (b) above.

Joint Ventures:

No account shall be taken of the turnover resulting from the sale of products or the provision of services between the joint undertaking and each one of the participating undertakings or any other undertaking connected with any of them.

Account shall be taken of the turnover resulting from the sale of products or the provision of services between the joint undertaking and any third undertaking.

The turnover shall be apportioned equally amongst the undertakings concerned.

3.3.3 Shall the turnover of the existing seller be included in the target's group turnover?

Generally, the seller's turnover shall not be included in the target's group turnover.

However, in circumstances where the seller is also the target group, then the turnover of the seller shall be included.

3.4 Geographical allocation of turnover

3.4.1 The principles for the geographical allocation of turnover?

In general, the turnover should be allocated geographically based on where the customer was located at the time of the turnover generating transaction, i.e. typically where the goods were actually delivered or services actually provided.

3.5 Valuation and allocation of assets

3.5.1 The principles for valuation and allocation of assets?

Not applicable.

3.6 Calculation of other thresholds

3.6.1 The principles for calculation of metrics for other thresholds (e.g. transaction value, market share, share of supply etc.)?

Not applicable.

3.7 Special rules

3.7.1 Do any special rules or principles apply to the calculation, allocation etc. of turnover, assets etc. for specific undertakings (e.g. State-owned undertakings, investment funds, credit and financial institutions, insurance companies, financial holding companies, others)?

Specific rules apply to the calculation of turnover for credit and financial institutions and for insurance companies.

Banks or other Credit Institutions – one tenth of the balance sheet of the last financial year.

Insurance Companies – the value of the gross premiums during the last financial year which shall comprise all amounts received or receivable in respect of insurance contracts concluded by them or on their behalf, including outgoing reinsurance premiums and after deduction of taxes and parafiscal contributions or levies charged by reference to the amounts of individual premiums or the total volume of premiums. 

3.7.2 Does any exemptions apply?

Not applicable.

1. Practical information

1.1 Responsibility for filing

1.1.1 The parties responsible for filing?

In case of acquisition of sole control, the acquirer is responsible for filing.

In case of acquisition of joint control or a merger creating a new entity, the notification must be jointly submitted.

1.2 Deadlines for filing

1.2.1 Are there any mandatory deadlines for filing, and, if so, how these are calculated?

There are no mandatory deadlines for filing.

However, the acts of concentration of major importance shall be notified to the Service of the Cyprus Commission for the Protection of Competition in writing prior to their implementation and following the conclusion of the agreement, the announcement of a public bid or the acquisition of a controlling interest.

1.2.2 Are there any sanctions for not filing within the deadlines?

Not applicable.

1.3 Early filing

1.3.1 Is it possible to file before the signing of merger agreement?

Notification may also be made where the participating undertakings demonstrate to the Cyprus Commission for the Protection of Competition a good faith intention to conclude an agreement or, in the case of a public bid, where they have announced an intention or final decision to make such a bid, provided that the intended agreement or bid would result in a concentration of major importance.

1.4 Filing fees

1.4.1 Are there any fees for filing, and, if so, please describe how such fees are calculated?

There is a filing fee of EUR 1,000 for Phase I and a fee of EUR 6,000 is payable if a full Phase II investigation is launched by the Cyprus Commission for the Protection of Competition.

1.4.2 When must the filing fee must be paid?

The filing fee of EUR 1,000 must be paid on the date of filing the notification with the Cyprus Commission for the Protection of Competition so that the review process commences.

1.5 Publicity

1.5.1 When and in which format will the authority publish receiving a notification?

The Cyprus Commission for the Protection of Competition publishes the facts of the notification in the Official Gazette of the Republic of Cyprus, indicating the names of the undertakings concerned, the nature of the concentration and the economic sectors involved. In doing so the Service of the Cyprus Commission for the Protection of Competition shall take into account as far as possible the legitimate interest of the affected undertakings in the protection of their business secrets.

1.5.2 How will the authority in general handle the case publicly, e.g. will it usually comment in the media, send out press releases etc.?

The Cyprus Commission for the Protection of Competition shall publish in the Official Gazette of the Republic of Cyprus a non-confidential version of the reasoned decision. In general, the Cyprus Commission for the Protection of Competition will abstain from commenting on active cases in the media.

1.5.3 Will third parties be able to review the notification?

There is no specific provision under Cypriot Merger Control Law providing that third parties may request access to files in a non-confidential version of the notification.

Third parties who have a legitimate interest and whose interests may be affected by a merger notification may notify the Cyprus Commission for the Protection of Competition accordingly.

In the instance of a full investigation the Cyprus Commission for the Protection of Competition may request from third parties any additional information which it deems necessary for the completion of an investigation.

In the case of an official statement of voluntary waiver of the right of confidentiality submitted by a company, the Cyprus Commission for the Protection of Competition is bound by a duty of confidentiality not to disclose any information to any third parties.

2. Procedure and timing

2.1 Normal and simplified procedures

2.1.1. Does the regime allow for a simplified (fast track) procedure, and, if so, what are the criteria for using the simplified procedure?

No.

2.2 Procedural stages (cf. timetable below)

2.2.1 The various stages of (i) a simplified procedure and (ii) a normal procedure?

The Cyprus Commission for the Protection of Competition has one calendar month from the date of receipt of the notification, or from the date of receipt of any further information it may require (or where the filing fee is not paid at the date of filing the notification, from the date of receipt of the filing fee) to decide either that the concentration does not raise any doubts as to its compatibility with the competitive market and therefore, allow the transaction to be implemented, or to determine that the concentration does raise doubts as to its compatibility with the competitive market and therefore decide to proceed with a full investigation. The deadline starts to run from the date of notification. When the Service of the Cyprus Commission for the Protection of Competition, due to heavy workload or complex information received with the notification documents ascertains that the timeframe cannot be met, it is obliged to notify within seven days and before the expiration of the period, the President of the Cyprus Commission for the Protection of Competition that the timeframe is extended by 14 days.

In the event that a further investigation is required the concentration proceeds to a Phase II examination. The Cyprus Commission for the Protection of Competition must conclude this and reach a decision not later than four months after the date of receipt of notification by the Service of the Cyprus Commission for the Protection of Competition or from the date of receipt of the any further information that may have been required. The period may be extended further if the participants to the concentration delay the process required for the full investigation to take place.      

2.2.2 Is pre-notification contact with the relevant authorities customary/obligatory/encouraged/etc.?

Pre-notification contact with the relevant authority is not customary/obligatory/encouraged. However, the Service of the Cyprus Commission for the Protection of Competition shall in certain cases provide clarifications to the parties’ pre-notification.

2.2.3 Are there any sanctions for not filing within the deadlines?

Not applicable.

2.3 Timetable (cf. timetable below)

2.3.1 The statutory timetable/deadlines for review of a notification?

See Section 2.2.1 above.

2.3.2 Can the statutory timetable/deadlines be suspended ("stop-the-clock"), and if so under which conditions?

The statutory timetable may be suspended from the date of receipt of any further information it may require from the parties (or where the filing fee is not paid at the date of filing the notification, from the date of receipt of the filing fee) to decide either that the concentration does not raise any doubts as to its compatibility with the competitive market.

2.3.3 If pre-notification with the relevant authorities contact is possible/customary, how long will the duration of such contact usually be?

Not applicable.

3. Format and content of notification

3.1 Notification forms

3.1.1 Must the notifying parties use any mandatory notification forms, e.g. for simplified and normal procedures, and, if relevant, add a link to the relevant forms?

There are no mandatory notification forms for the filing of a notifiable concentration of “major importance”.

3.2 Supporting documentation

3.2.1 List of the supporting documentation which must as a minimum be submitted along with the notification?

Cf. checklist below.

3.3 Originals, legalization and apostillation (cf. checklist below)

3.3.1 List of all documents which must be submitted in original/legalized versions and whether any documents must be apostilled?

Original Power of Attorney which need not be notarized or apostilled.

3.3.2 If the merger regime has a mandatory filing deadline, must all the documents identified under Section 3.3.1 be submitted within this deadline?

Not applicable.

3.4 Language

3.4.1 Which languages may be used for drafting and filing a notification?

The notification can be made in one of the official languages of the Republic of Cyprus. 

3.4.2 Does translations have to be certified/legalized and apostilled?

No, translations need not be certified/legalized and apostilled.

Statutory timetable

Step Description Time
1

Pre-notification

Pre-notification contact with the relevant authority is not customary/obligatory/encouraged. However, the Service of the Cyprus Commission for the Protection of Competition shall in certain cases provide clarifications to the parties’ pre-notification.


Not applicable.

2

Phase I

The Cyprus Commission for the Protection of Competition has one calendar month from the date of receipt of the notification, or from the date of receipt of any further information it may require (or where the filing fee is not paid at the date of filing the notification, from the date of receipt of the filing fee) to decide either that the concentration does not raise any doubts as to its compatibility with the competitive market and therefore, allow the transaction to be implemented, or to determine that the concentration does raise doubts as to its compatibility with the competitive market and therefore decide to proceed with a full investigation. The deadline starts to run from the date of notification. When the Service of the Cyprus Commission for the Protection of Competition, due to heavy workload or complex information received with the notification documents ascertains that the timeframe cannot be met, it is obliged to notify within seven days and before the expiration of the period, the President of the Cyprus Commission for the Protection of Competition that the timeframe is extended by 14 days.

1 calendar month from the date of receipt of the notification or from the date of receipt of any further information that is required.

If the deadline cannot be met by the Service of the Cyprus Commission for the Protection of Competition it is obliged to notify, within seven days and before the expiration of the one-month period, the President of the Cyprus Commission for the Protection of Competition that the timeframe is extended by 14 days.

Please be aware that "stop-the-clock" is possible (cf. 2.3.2 above).

3

Phase II

In the event that a further investigation is required the concentration proceeds to a Phase II examination.

The Cyprus Commission for the Protection of Competition must conclude and reach a decision not later than four months after the date of receipt of notification by the Service of the Cyprus Commission for the Protection of Competition or from the date of receipt of the any further information that may have been required. 

The period may be extended further if the participants to the concentration delay the process required for the full investigation to take place.

Please be aware that "stop-the-clock" is possible (cf. 2.3.2 above).

  • Step 1 1
  • Step 2 2
  • Step 3 3
  • Not applicable
  • 1 month + 14 days
  • 4 months + extensions

Checklist

List of the supporting documentation which must as a minimum be submitted along with the notification.

The supporting documents may be copies of the originals. The notifying party shall confirm that the said copies are true and complete.

Supporting documentation

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